ELP Companhia Parana De Energ

  Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

MANNUAL FOR PARTICIPATION

IN GENERAL MEETINGS

59 ^th Annual General Meeting

188 ^th Extraordinary General Meeting

April 24, 2014

1.     Message from the Chairman of the Board of Directors

Dear Shareholder:

It is  with  immense  pleasure  that  I  present  to  you  this  Ma n ual  for  Participation in t he Annual General  Meeting  of  the  C o mpanhia  Paranaense d e  Energia  - Copel,  wi t h general gui d ance  for  an  effective  participation  a n d  exercise  o f  the  vote.

This manu a l  has  been  prepared  based  on  Copel's  Corporate  Governance  policy, which is  fo u nded  on  transparency  and  equity.

The manual  aims  to  pr e s ent,  in  a  clear  and  bri e f  way,  the  information related to  t h e Compa n y’s Annual General  Meeting,  se e k ing  ther e by  to  contribute  for  the understanding of  the  p roposals  for  resolution  and  to  encourage  the  participation  of shareholde r s  in  the  events  of  the  a n nual  corpor a te  agenda  of  the  Comp a ny.

Copel’s 59 ^th Annual General meeting (AGM) and 188 ^th Extraordinary General Meeting (EGM) were called for April 24, 2014, at 2:30 p.m., at the Company’s headquarters located at Rua Coronel Dulcídio 800, in the city of Curitiba.

The matters  to  be  pr e s e nted  in  the  AGM  for  resolution  of  s h areholders  are  describ e d in the  Call  Notice  and  in  this  manual as well as the types of shares  g ranting  the  right  to  vote  on  the  item  of  the  agenda.  Given  the  current number of  Compa n y  shareholders, this manual  seeks  to  encourage  and  enable participation in  the  General  Meetings.

The CEO,  one  repres e ntative of t he  Fisc a l  C ouncil  and  one  repres e ntative of t h e independent auditors w i ll  attend  t h e  Joint General  Meeting,  who  will  be  able  to  pr ov i d e further clarification  requi r ed  on  any  matter  includ e d  in  the  agenda.

Your participation is ve r y  important,  conside r ing that issues  relevant  to  the  Compa n y are dealt  wi t h  in  the  meetings.

Sincerely,

Mauricio Schulman

Chairman of the Board of Directors

2.     Guidance for Participation in the Joint General Meeting

Copel’s sh a reholders  may  take  part  in  the  Ge n eral  Meeting  by  attending  the  meeting at the  Company’s  headquarters  and  voting,  or  by  appo i nting  a  proxy  to  repr es e n t them, as  described  bel o w.

Attending Shareholder

The shareholder wishi n g  to  take  part  in  the  Joint General  M e eting  shall  arrive  a few minutes before  the  time  indicated in the  Call  Notice  and  bear  the  followi n g documents:

·       Identity card (RG), Alien’s Identity Card (RNE), Brazilian Driver’s License (CNH) or an accreditation card issued by an official professional organization; and

·       Proof as Company shareholder issued by a depositary financial institution or a custodian agent or through the shareholding position issued by Copel.

Shareholder Represented by Proxy

The share h older  who  is  not  able  to  attend  the  meeting  and  wishes  to  t ake  part  in the Joint General Meeting may  appoint  a  proxy  with  powers  to  represent  him/her.

Pursuant to Article  126,  p a ragraph  1,  of  the  Brazilian  Corporation  Law  6,404/1976, the proxy  s hall  be  a  shareholder,  lawyer  or  manager  of  the  Compa n y  or  of  a financial institution/investment  fund.  The  proxy  shall  have  been  appointed  not more than  one  year  before  the  date  of  the  Joint General Meeting . 

The documents required are the following:

·       Power of attorney with special powers for representation at Copel’s General Meeting, bearing a notarized signature of the grantee (shareholder);

·       Bylaws or Article of Incorporation and instrument of election/appointment of the managers in the event of the grantee being a legal entity; and

·       Proof of ownership of the shares issued by the Company, conferred by the depositary financial institution and/or custodian.

Note: the  documents  mentioned  in  the  second  item  above  shall  b e forwarded to  Copel’s  headquarters, Diretoria  de  Finanças,  Relações  com Investidor e s  e  de  Controle  de  Participaçõe s ,  Departamento de Acionistas e Custódia , at  Rua  Coron e l  Dulcício  nº  800  -  3  rd floor, prefe r ably  48  hours  prior  to  the  Meeting.

Holders of ADRs

The financial  deposita r y  institution  of  American  Depositary  Receipts  ( ADRs)  in the United  States,  The  Bank  of New York  Mellon,  will  send  the  powers  of attorney to the  holders of ADRs,  so  that  they  exercise their voting  right  at  the Joint General Meeting.

The partici p ation  sh a ll  t ake  place  t hrough  Banco  Itaú ,  re p resentative  of  T h e Bank of  New  York  Mellon  in  Brazil.

Should the r e  be  any  d oubt  conce r ning the Joint General Meeting procedures and d eadlines, please con t act  the  Sh a reholders  and  Custody  Departme n t  ( Depart a mento de Acionistas e  Custódi a )  at  the  tele p hone  number  (55  41)  3 331-4269  or  through the e-mail  address  aci o nistas@co p el.com.

3.     Call Notice

The Shareholders of Companhia Paranaense de Energia - Copel are invited to attend the Annual and Extraordinary General Meeting to be held on April 24, 2014 , at 2:30 p.m. at the Company’s head office located at Rua Coronel Dulcídio, 800, Curitiba, to decide on the following agenda:

ANNUAL GENERAL MEETING

1.    To analyze, discuss and vote the 2013 Annual Management Report, the balance sheet and other financial statements related to fiscal year of 2013;

2.    To resolve on the Board of Executive Officers’ proposal for allocation of the 2012 net income in the amount of R$1,072,559,550.70  — including profit sharing payment — and the subsequent payment in the amount of R$560,537,416.30, as follows:

·       Interest on equity replacing dividends, in the gross amount of R$180,000,000.00 , which were declared and paid in advance on December 16, 2013;

·       Dividends in the amount of R$380,537,416.30, of which R$145,039,000.00 were already declared and paid in advance on December 16, 2013; the remaining part of the dividends in the amount of R$235,498,416.30 ─ whose payment shall occur within 60 days of the Annual General Shareholders’ meeting taking place on April 24, 2014 ─ shall be distributed as follows: R$0.82136 per common share (ON), R$1.27708 per class A preferred share (PNA) and R$0.90366 per class B preferred share (PNB);

3.    To elect the members of the Fiscal Council due to end of term of office; and

4.    To establish the compensation for the Management and members of the Fiscal Council.

EXTRAORDINARY GENERAL MEETING

1.    To amend the caput of Article 4, according to the provision set forth in paragraph 1 of Article 7, both of them in the Company’s Bylaws, due to the conversion of PNA shares into PNB shares, as per shareholders’ request ; 

Notes: a) Documents referring to the matters to be discussed at the Ordinary Shareholders’ Meeting, in addition to the Manual for Attendance in Meetings, are available for shareholders’ consultation at the Company’s headquarters as well as on its website (www.copel.com); b) Powers-of-attorney for the Ordinary Shareholders’ Meeting shall be filed at the Company’s head office, at the Shareholders and Custody Department of the Chief Financial, Investors’ Relations and Control of Holdings Office, at Rua Coronel Dulcídio, 800, 3º andar, Curitiba, at least forty-eight hours prior to the meeting.

Curitiba, March 24, 2014

Mauricio Schulman

Chairman of the Board of Directors

Publication

This Call Notice was published, pursuant to the Brazilian Corporation Law, in the Official Gazette of the State of Paraná and in the newspaper Gazeta do Povo, on March 24, 25 and 26, 2014 editions, being also available on the Company’s website (www.copel.com).

4.     Complementary Call Notice

The Shareholders of Companhia Paranaense de Energia - Copel are invited to attend the Annual and Extraordinary General Meeting to be held on April 24, 2014 , at 2:30 p.m. at the Company’s head office located at Rua Coronel Dulcídio, 800, Curitiba, to additionally decide on the following subject of the 188 ^th Extraordinary General Meeting:

2.    Replacement of a member of Copel’s Board of Directors

Notes: a) Documents referring to the matters to be discussed at the Ordinary Shareholders’ Meeting, in addition to the Manual for Attendance in Meetings, are available for shareholders’ consultation at the Company’s headquarters as well as on its website (www.copel.com); b) Powers-of-attorney for the Ordinary Shareholders’ Meeting shall be filed at the Company’s head office, at the Shareholders and Custody Department of the Chief Financial, Investors’ Relations and Control of Holdings Office, at Rua Coronel Dulcídio, 800, 3º andar, Curitiba, at least forty-eight hours prior to the meeting.

Curitiba, April 4, 2014

Mauricio Schulman

Chairman of the Board of Directors

Publication

This Call Notice was published, pursuant to the Brazilian Corporation Law, in the Official Gazette of the State of Paraná and in the newspaper Gazeta do Povo, on April 4, 7 and 8, 2014 editions, being also available on the Company’s website (www.copel.com).

5.     Information on the matters to be examined and discussed at the 59 ^th Annual General Meeting

Below the Company’s Management presents some clarifications related to each item for resolution at the Annual General Meeting for the exercise of a conscious vote:

Analysis, discussion and voting on the Annual Management Report, balance sheet and other financial statements for the fiscal year 2013

Clarifications

The Management accounts are presented through the Annual Management Report and the Financial Statements prepared by Copel’s Board of Executive Officers.

The Annual Management Report presents information on the macroeconomic scenario and the Company’s financial performance and operations, with comments  on the main accounts of the sta t ement of income for the year, in addition to information related to  em ployees,  social  r e spo n sibility, the capi t al  markets,  corpora t e governance, etc.

On the  ot h er  hand,  the  Financial  Statemen t s express the  Compa n y’s ec onomic sit u ation  and  equity  changes  in  the  fiscal  year.  By analyzing t h e  Financial  Statements,  it  is  possible  to  assess  the  equity situation, l i quidity  in d exes,  profitability level and  the  degree  of indebtedness of  the  Company.

It is  worth  mentioning  t h at the Com p any’s  financial  statements  have  been prepared pursuant  to  the  accounti n g practices adopted in Brazil which include those set  forth  by  the  Brazilian corporate laws, the pronouncements, guidance and interpretations issued by the Brazilian Accounting Practice Committee (CPC), approved by the Brazilian Securities Commission (CVM) and the Federal Accounting Council (CFC). Copel’s Financial  Statements  mainly consolidate  electric power  companies and, acco r dingly, are presented  in  compliance  with  the recommen d ations of t h e  specific  l e gislation  ap plied  to  the  electric  po w er public utility  concession a ires.

The Annual  Report  and  the  Financial  Statements  have been approved  by the Board  of  Executive  Officers,  the  Audit  Committee and the  Board  of Directors. In addition, the Fiscal  Council issued an opinion on them, and they were deemed adequate  for  su bm ission  to  t he  shareholders.

Furthermor e , the Com p any’s  Fina n cial  Statements  were  audited  and received a  favorable  opinion  by  KPMG Auditores Independentes, t he  Compa n y’s  independent auditors.

The analysis of the  Audit  Committee and the  opinions of the  Fiscal  Co u ncil and of  the  External  Audit  are  attach e d  to  the  Fin a ncial  Statements.

Availability of Information

The Annual  Report  and  the  Fina n cial  Statements  will  be  published  in the Official  Gazette  of  the  State  of  Paraná,  in  the  newspaper Gazeta  d o Povo on April 16, 2014, purs u ant  to  the  a pplicable  l a ws, being also available  at the Company’s   he a dquarters, at BM&Fbovespa - Securities, Commodities and Fu t ures  Exchange,  and  on  Co p el’s  websi t e (www.copel.com).

Voting right

In this item of the agenda, only holders  of  common shares are  entitled to vote.

Resolution on the Board of Executive Officer’s proposal for the allocation on net income for fiscal year 2013 in the amount of R$1,072,59,550.70 — including profit sharing payment — and the subsequent distribution of resources in the amount of R$560,537,416.30, as follows:

·       Interest on equity replacing dividends, in the gross amount of R$180,000,000.00 , which were declared and paid in advance on December 16, 2013;

·       Dividends in the amount of R$380,537,416.30, of which R$145,039,000.00 were already declared and paid in advance on December 16, 2013; the remaining part of the dividends in the amount of R$235,498,416.30 ─ whose payment shall occur within 60 days of the Annual General Shareholders’ meeting taking place on April 24, 2014 ─ shall be distributed as follows: R$0.82136 per common share (ON), R$1.27708 per class A preferred share (PNA) and R$0.90366 per class B preferred share (PNB);

Clarifications

The allocation  of  net  income  consists  in  dete r mining the portions  of  net income to  b e  appropria t ed  to  the  le g al  and  s t atu t ory  revenue reserves, o r to be  distri b uted.

For the fiscal year 2014, the amount of said distribution is equivalent to 50% of net adjusted income, based on annual proposals from the Board of Executive Officers and the Board of Directors of the Company.

Allocation

Appropriation

From the net income for the fiscal year 2013, calculated in accordance with the Brazilian Corporation Law, in the amount of R$1.072.559.550,70  (one billion, seventy two million, five hundred and fifty nine thousand, five hundred and fifty reais and seventy cents) , the Board of Executive Officers proposes the following appropriations:

a)   R$53.627.977,54  (fifty-three million, six hundred and twenty-seven thousand, nine hundred and seventy-seven reais and fifty-four cents), equivalent to 5% of the net income, to create the Legal Reserve, in accordance with Article 40, item II, of the Bylaws;

b)   R$180.000.000,00  (one hundred and eighty million reais) to pay for interest on capital, in partial replacement of compulsory minimum dividends, in compliance with articles 192 and 202 of Law nº 6,404/1976; article 9 ^th , paragraph 7 ^th , of Law nº 9,249, as of December 26, 1995; and article 6 ^th and its paragraphs of the Bylaws, which were already declared and paid in advance on December 16, 2013, as proposed at the 2074 ^th Meeting of the Board of Executive Officers, held on November 11, 2013, and ratified by the 119 ^th Extraordinary Meeting of the Board of Directors, held on November 13, 2013;

c)   R$380.537.416,30  (three hundred and eighty million, five hundred and thirty-seven thousand, four hundred and sixteen reais and thirty cents) to be added up to the amount for payment of compulsory minimum dividends, in compliance with articles 192 and 202 of Law nº 6,404/1976; article 9 ^th , paragraph 7 ^th , of Law nº 9,249, as of December 26, 1995; and article 6 ^th and its paragraphs of the Bylaws, as well as for payment of additional dividends to the compulsory minimum dividends; of which R$145,039,000.00 (one hundred and forty five million, thirty-nine thousand reais) were already declared and paid in advance on December 16, 2013, as proposed at the 2074 ^th Meeting of the Board of Executive Officers, held on November 11, 2013, and ratified by the 119 ^th Extraordinary Meeting of the Board of Directors, held on November 13, 2013;

·       Pursuant to the above-mentioned provisions set forth by the law and the Company’s Bylaws, the dividends are calculated based on the net income less the allocation to legal reserve. Nevertheless, this calculation basis is added by the realization of equity valuation adjustments, which is addressed by item 28 of ICPC no. 10, so as to offset the impacts on the income from higher expenses with depreciation, resulting from the adoption of new accounting standards established by it, as well as by the CPC Accounting Standard no. 27 – Fixed Assets – which in 2013 amounted to net value of R$102,143,259.43 (one hundred and two million, one hundred and forty-three thousand, two hundred and fifty-nine reais and forty-three cents).

This procedure reflects the Company’s policy for remuneration of shareholders, proposed by the 1943 ^rd Board of Executive Officers’ Meeting held on March 21, 2011, ratified by the 132 ^nd Annual Board of Directors’ Meeting held on March 23, 2011, and approved by the 56 ^th Annual General Meeting held on April 28, 2011. Therefore, this policy will be adopted during the realization of the equity valuation adjustments reserve.

The amounts of the calculation basis and of the compulsory minimum dividends are, respectively, R$1,121,074,832.59 (one billion, one hundred and twenty-one million, seventy-four thousand, eight hundred and thirty-two reais and fifty-nine cents) and R$280,268,708.15 (two hundred and eighty million, two hundred and sixty-eight thousand, seven hundred and eight reais and fifteen cents).

·       Pursuant to items 10,11 and 24 of ICPC no. 08 – Booking of the Proposal for Payment of Dividends – and item III of CVM Resolution 683 of August 30, 2012, the portion of the dividends herein proposed exceeding from the minimum mandatory dividends corresponds to R$264,160,916.92 (two hundred and sixty-four million, one hundred and sixty thousand, nine hundred and sixteen reais and ninety-two cents). Nevertheless, as proposed at the 2074 ^th Meeting of the Board of Executive Officers, held on November 11, 2013, and ratified by the 119 ^th Extraordinary Meeting of the Board of Directors, held on November 13, 2013, the Company paid the stakeholders in advance the amount of R$308,931,208.77 (three hundred and eight million, nine hundred and thirty-one thousand, two hundred and eight reais and seventy-seven cents), net of income tax withheld at source. This amount paid in advance is superior to the minimum mandatory dividends in R$28,662,500.62 (twenty-eight million, six hundred and sixty-two thousand, five hundred reais and sixty-two cents), which resulted in negative adjustment of the original amount of the proposed dividends that exceeded the minimum mandatory dividends, whose adjusted amount is R$235,498,416.30 (two hundred and thirty-five million, four hundred and ninety-eight thousand, four hundred and sixteen reais and thirty cents). This amount will remain in reserve in the Company’s net equity under the line “Addition dividend proposed” until the resolution of the proposal by the 59 ^th Annual General Meeting, when it will, if approved, be transferred to the “Current liabilities” line.

d)   R$560,537,416.29  (five hundred and sixty million, five hundred and thirty seven thousand, four hundred and sixteen reais and twenty nine cents) corresponding to the balance of net income for the year added by the realization of the equity valuation reserve , as Profit Retention Reserve, aiming to ensure the Company’s investment program, pursuant to Article 196 of Law 6,404/76.

·       The amount of establishment of the profit retention reserve corresponds to the balance of net income for the year (after legal reserve, interest on equity and dividends) added by the retained earnings account resulting from the realization of the equity valuation adjustments verified in the fiscal year 2013, which is addressed in item 28 of ICPC no. 10, in the amount of R$ 102,143,259.43  (one hundred and two million, one hundred and forty-three thousand, two hundred and fifty-nine reais and forty-three cents) . 

Below is a breakdown of the allocations proposed herein.

Payment of profit sharing and productivity incentives:

·        Federal Law 10,101 of December 19, 2000, State Law 16,560/2010 and State Decree no. 1978/2007 regulate profit sharing as a tool to integrate capital and labor and stimulate productivity, pursuant to Article 7, item XI, of Brazil’s constitution.

·        In compliance with the above-mentioned law, the Board of Executive Officers proposes the payment, as profit sharing, of R$ 78.000.000,00 (seventy-eighty million reais) to employees of wholly-owned subsidiaries. This amount is recorded in the Financial Statements under the “Personnel expenses” line, pursuant to item 26.2 of CVM/SNC/SEP Letter no. 1 of February 14, 2007.

Management’s Opinion

The Management of the  Comp a ny  conside r s  that  the  propositi on s addressed h erein  are in compliance with  the la w s  in  fo r c e  a n d  the Bylaws and they  fulfill  the  i nt erests  of  t he  Compa n y. For this  reason,  said propositions should  be  f ully  approv e d  by  the  G e neral  Meeting.

Approvals

This matter was submitted to the analysis and approval of the Board of Executive Officers at its 2092 ^nd meeting held on March 10, 2014; of the Audit Committee at its 109 ^th meeting held on March 12, 2014; and of the Board of Directors at its 144 ^th ordinary meeting held on March 12, 2014, having also received a favorable opinion from the Fiscal Council in its 353 ^rd meeting held on March 13, 2014.

Fiscal Council Report

The members of the Fiscal Council of Companhia Paranaense de Energia - Copel, underwritten signed, acting according to their statutory tasks and legal responsibilities, have examined the Financial Statements, the Annual Management Report and the Board of Executive Officers’ proposal for allocation of the net income of the fiscal year ended on December 31, 2013, and based on the analysis done and on additional clarifications provided by the Board of Executive Officers, and, yet, considering the related report issued with no qualifications by KPMG Independent Auditors, concluded that the documents analysed, in all their relevant aspects, have been properly presented. For this reason, the Fiscal Council members have issued a favourable opinion on their submission to the Shareholders’ analysis and subsequent resolution. Curitiba, March 13, 2014. (a) Joaquim Antonio Guimarães de Oliveira Portes – Chairman; Nelson Leal Júnior; José Tavares da Silva Neto; Bruno Cabral Bergamasco; and Carlos Eduardo Parente de Oliveira Alves.

Election of the members of the Fiscal Council due to end of term of office

Clarifications

Copel’s Fiscal  Council  o perates  on  a  permanent  basis  and  i t s  main  duties are overse e ing the ma n agers’ acts, ex a m ining  and  giving  an  opinion  on the Financi a l  Statemen t s and reporting  its  conclusions to the  Compa n y ’ s shareholde r s.

Pursuant to  Article  34  of  the  C o mpany’s  Byl a ws,  the  shareholders elect the m e mbers  of  the  Fiscal  Council  for  a  unified  term  of  office of one  year, which, in  the  case  of  this  Council,  expires  at  the Joint General Meeting of April 2014.

In accordance with the Brazilian Corporation Law (Law 6,404/1976), in order to take office, a l l members of the  Fiscal  Council  sh a ll  sign a clearance certificate declaring that they are not impeded by  any  crimes  provided  for  by  law  from performing business activities, a nd  they  sh a ll  also  execute  the  Inv e stiture Inst r ument and t he Instruments of Adhesion  to  the  Policies  for  Discl o s ure of Material Information and  Maintenance  of  Confidentiality and f or  Trading  of Securities issued  by  C o pel  itself,  s e t  forth  by  CVM  Rule  358/200 2 , through which  they  undertake  to  c o mply  with  t h e  rules  ther e in.

Vacant positions and right to vote

Copel’s Fiscal  Council  comprises five sit t ing  members  and  an  e q ual number of  alternates,  with  re-election  a uthorized,  a s  follows:

a)   three members and their respective alternates appointed by the state of Paraná (only holders  of  co m m on  shares  have  voting  rights) ; 

b)   one memb e r  and  his resp e c tive alter n ate  appointed by the  minority holders of  common s h ares  -  the  election  is  carried  out  separately (controlling  shareholde r s may not  vote),  and  only  the  minority  holders  o f common shares  are  e nt itled  to  vote.  The  candidate elect e d  shall  be  t h e one who  o btains  the  highest  representative  percentage  of  the  capital stock of  t h e  Compa n y,  with  no  minimum  limit;  and  

c)   one m e mber  and his respective alternate  appointed by the holders  of preferred  shares – the election is  carried  out  separately  (controlling  shareh o lders  may not vote), and  only  the  holders  o f preferred shares  are  e nt itled  to  vote. The  candidate elect e d  shall  be  t h e one who  o btains  the  highest  representative  percentage  of  the  capital stock of  t h e  Compa n y,  with  no  minimum  limit.

Appointments

Pursuant to CVM Rule 481 of December 17, 2009, the majority shareholder shall appoint, at the Annual General Meeting, to fill the vacant positions to which he is entitled, for reelection, the following members of the Fiscal Council:

Sitting members:

Joaquim Antonio Guimarães de Oliveira Portes

Nelson Leal Junior

José Tavares da Silva Neto

Alternates (respectively):

Osni Ristow

Roberto Brunner

Gilmar Mendes Lourenço

As the  law  does  not  make  ma n datory  the  early  submission of th e proposed names  for  election,  the  other  shareholders may nominate, at t h is Joint General Meeting, their candidate d uring  the  analysis  of  the  matter, if they  have  the  right  to  do  so,  according to t h e  criteria  s p ecified in it e m 4.5.1.

Annex I - item 12.6 to 12.10 of the Reference Form (only in portuguese)

Establishment of the compensation of the Management and members of the Fiscal Council

Clarifications

The Annual General Meeting  shall  determine the annual  compensation of the  members of the  Company’s Board  of  Di r ectors and Fiscal  Council.

Traditionall y ,  the  policy  and  the  percentages  of  compensation  are  set forth at  the  General  M e eting,  in  accordance with the  proposal  submitted by the  majority  shareholder,  which  envisages:

a)   the maintenance, for the Executive Officers, of the compensation proposed in the last fiscal year, adjusted to the new corporate organizational structure and by the National Consumers Prices Index (INPC) of the total period;

b)   for each sitting member of the Fiscal Council and of the Board of Directors: monthly compensation of fifteen percent (15%) of the compensation that, on average, is assigned to each Executive Officer, added by the specific gratification paid to the members of the Audit Committee;

Annex II – item 13 of CVM’s Reference Form (Management Compensation) (only in portuguese)

Voting right

In this item of the agenda, only holders of common shares are entitled to vote . 

6.     Information on the matters to be analyzed and discussed at the 188 ^th Extraordinary General Meeting

Below the Company’s Management presents some clarifications related to the only item for resolution at the Extraordinary General Meeting for the exercise of a conscious vote:

Amendment to the caput of Article 4, in accordance with the provision set forth in paragraph 1 of Article 7, both of the Company's Bylaws, due to the conversion of preferred shares classes A and B, as per shareholders' request.

Clarifications

Whereas according to the privilege provided for in paragraph 1 of Article 7 of the Bylaws of the Company, there was conversion of Preferred A shares in Preferred B shares, at the request of shareholders, and that this would also lead to adjustments in the main clause of Article 4, it is proposed that the same article, before these two settings, should read as follows:

“Article 4 - Underwritten paid up capital is R$6,910,000,000.00 (six billion, nine hundred and ten million reais) represented by 273,655,375 (two hundred seventy-three million, six hundred and fifty-five thousand, three hundred and seventy-five) shares, with no par value, composed of 145,031,080 (one hundred and forty-five million, thirty-one thousand and eighty) ordinary shares, and 128,624,295 (one hundred and twenty-eight million, six hundred and twenty-four thousand and two hundred and ninety-five) preferred shares, of which 381.509 (three hundred and eighty-one thousand, five hundred and nine) shares are class “A” shares and 128,242,786 (one hundred twenty-eight million, two hundred forty-two thousand, seven hundred and eighty-six) shares are class “B” shares.”

Previous text marking alterations being made:

“Article 4 - Underwritten paid up capital is R$6,910,000,000.00 (six billion, nine hundred and ten million reais) represented by 273,655,375 (two hundred seventy-three million, six hundred and fifty-five thousand, three hundred and seventy-five) shares, with no par value, composed of 145,031,080 (one hundred and forty-five million, thirty-one thousand and eighty) ordinary shares, and 128,624,295 (one hundred and twenty-eight million, six hundred and twenty-four thousand and two hundred and ninety-five) preferred shares, of which 381.509 (three hundred and eighty-one thousand, five hundred and nine) 381,702 (three hundred and eighty-one thousand, seven hundred and two) shares are class “A” shares and 128,242,786 (one hundred twenty-eight million, two hundred forty-two thousand, seven hundred and eighty-six) 128,242,593 (one hundred twenty-eight million, two hundred forty-two thousand, five hundred and ninety-three) shares are class “B” shares.”

Voting right

In this item of the agenda, only holders of common shares are entitled to vote.

Replacement of a member of Copel’s Board of Directors

Clarifications

Copel’s Board  of  Directors  is  a  decisi o n-making  body,  comp os ed of 7  (seven)  or  9  (nine)  members,  B razilian,  sh a reholders,  r esiding  in  t h e country a n d  elected by the G e neral Assembly, pursuant to t h e Brazilian C o rporation  L a w  (Law 6,404/76).

The Board of Directors has as its main duty the laying down of the overall strategy for the Company business.

In accordance with Law 6,404/1976 (Brazilian Corporation Law), in order to take office, all Board members shall sign a clearance certificate declaring that they are not impeded by any crimes provided for by law from performing business activities, and they shall also execute the Investiture Instrument and the Instruments of Adhesion to the Policies for Disclosure of Material Information and Maintenance of Confi d entiality  and for Trading  of  Securi ti es issued by  Copel  i t self,  set  f o rth  by  CVM Rule 3 58/2002,  th r ough  which  they  undertake  to  co m ply  with  the rules therei n . 

Additionally, the members of the Board of Directors, in order to take office, shall sign a Management Consent Form as referred in the Corporate Governance Practices of Level 1 Regulation ("Level 1 Regulation") of BM&Fbovespa  - Securities, Commodities and Futures Exchange, in compliance with article 33 of the Company’s Bylaws.

Under the current legislation, the State of Paraná, which is the major shareholder of the Company, can, at any time, appoint a new member for the Board of Directors to act as its representative and to fulfil any remaining term of office.

Thus, the State of Paraná hereby nominates Mr. Luiz Eduardo da Veiga Sebastiani as its representative in Copel’s Board of Directors for the 2013-2015 term of office, in replacement of Mr. Paulo Procopiak de Aguiar.

Annex I - item 12.6 to 12.10 of the Reference Form